TIDMDUKE
RNS Number : 1859U
Duke Royalty Limited
31 March 2021
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU)
NO. 596/2014 ("MAR") AS THEY FORM PART OF UK DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
31 March 2021
Duke Royalty Limited
("Duke Royalty", "Duke" or the "Company" or the "Group")
Placing to raise a minimum of GBP30 million
PrimaryBid Offer to raise up to GBP3 million
at a price of 35 pence per share
and
Notice of Extraordinary General Meeting
Duke Royalty Limited (AIM: DUKE), a provider of alternative
capital solutions to a diversified range of profitable and
long-established businesses in Europe and abroad, is pleased to
announce a proposed Placing by way of an accelerated bookbuild to
raise a minimum of GBP30 million (before expenses) via a
conditional placing of new Ordinary Shares ("Placing Shares") at
the issue price of 35p per share ("Issue Price") to new and
existing institutional investors (the "Placing"), to support
further growth of the Group and development of its business.
Furthermore, the Company is seeking to raise up to an additional
GBP3 million via PrimaryBid (the "PrimaryBid Offer" and together
with the Placing, the "Fundraise") in order to provide other
investors who may not have taken part in the Placing, with an
opportunity to participate in the Fundraising.
Cenkos Securities plc and Canaccord Genuity Limited are acting
as Joint Bookrunners in relation to the Placing.
Transaction Highlights
-- The Company is conducting a conditional Placing to raise a
minimum of GBP30 million via the Placing of the Placing Shares at
the Issue Price.
-- The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix I to this Announcement.
-- Proposing to raise up to a further GBP3 million via the
PrimaryBid Offer, which shall remain open until 6 April 2021.
-- The net proceeds from the Fundraising are intended to be used
together with funds available under the New Credit Facility:
o to fund investments into two new Royalty Partners we have
identified currently in due diligence process;
o to provide follow on investment into an existing royalty
partner for a business acquisition in due diligence process;
and
o to fund the longer-term pipeline of future royalty
investments.
-- Completion of the Fundraising is conditional, inter alia,
upon Shareholder approval at the Extraordinary General Meeting to
be held on or around 16 April 2021.
-- The Issue Price represents a discount of approximately 9.1
per cent. to the closing mid-market price on 30 March 2021, being
the latest practicable date before this Announcement.
-- The Bookrunners reserve the right, by agreement with the
Company, to increase the size of the Placing to accommodate
additional demand.
A circular, containing further details of the Fundraising and
notice of the Extraordinary General Meeting to be held at 11.00
a.m. on 16 April 2021 to, inter alia, approve the resolutions
required to implement the Fundraising, is expected to be published
and despatched to Shareholders on 1 April 2021 (the "Circular").
Following its publication, the Shareholder Circular will be
available on the Group's website at
https://www.dukeroyalty.com/investors
Neil Johnson, CEO of Duke Royalty, said:
"We are delighted with the strong institutional support we have
received for our plans to increase our cash revenue from new and
existing investors, which will position us to build on our
expanding pipeline we are experiencing in the first quarter of
calendar 2021.
"Over recent months, we have been focused on executing on the
exciting growth opportunity presented to us by the pandemic,
undertaking due diligence on a significant number of businesses
which have enquired about our capital solution as part of their
search for more flexible, long-term sources of capital. We have
already identified two new potential royalty partners, both of
which have resilient, long-standing, profitable operations with
buy-and-build strategies. The Fundraising means that we can execute
on these opportunities, while also building our pipeline, in the
short term. We will also continue our role as a supportive partner
to our existing royalty partners, by way of an identified near term
follow-on investment.
" Total cash revenue for FY2021 is expected to see an increase
year-on-year despite the Covid downturn and the board remains
confident that trading for the full year ending 31 March 2021 was
in line with market guidance. T his fundraise is intended to fuel
further growth and diversification, adding to the high yielding
dividend we already provide our investors with exposure to. With
this in mind, we are delighted to invite other investors to
participate alongside institutions through the PrimaryBid Offer. We
look forward to the months ahead where we can outline our deal flow
more firmly to the market."
For further information, please visit www.dukeroyalty.com or contact:
Neil Johnson / Charlie
Cannon Brookes / Hugo
Duke Royalty Limited Evans +44 (0) 1481 730 613
Cenkos Securities
plc Stephen Keys / Callum
(Nominated Adviser Davidson / Julian Morse
and Joint Broker) / Michael Johnson +44 (0) 207 397 8900
Canaccord Genuity Adam James / Sam Lucas
(Joint Broker) / Georgina McCooke +44 (0) 207 523 8000
SEC Newgate (PR) Elisabeth Cowell/ Tom + +44 (0) 20 3757 6880
Carnegie/ Megan Kovach dukeroyalty@secnewgate.co.uk
About Duke Royalty
Duke Royalty Limited provides alternative capital solutions to a
diversified range of profitable and long-established businesses in
Europe and abroad. Duke Royalty's experienced team provide
financing solutions to private companies that are in need of
capital but whose owners wish to maintain equity control of their
business. Duke Royalty's royalty investments are intended to
provide robust, stable, long term returns to its shareholders. Duke
Royalty is listed on the AIM market under the ticker DUKE and is
headquartered in Guernsey.
Expected Timetable of Principal Events
2021
Announcement of the Placing and PrimaryBid
Offer 31 March
Announcement of the result of the Placing 1 April
PrimaryBid Offer closes 3pm on 6 April
Announcement of the results of the PrimaryBid
Offer 7 April
Extraordinary General Meeting 16 April
Results of the Extraordinary General Meeting
announced 16 April
Admission and dealings in the New Ordinary
Shares expected to
commence on AIM 19 April
Where applicable, expected date for CREST
accounts to be credited in respect of New
Ordinary Shares in uncertificated form 19 April
Where applicable, expected date for despatch
of definitive share
certificates for New Ordinary Shares in certificated within 14 days of
form Admission
Notes:
References to times in this Announcement are to London time
unless otherwise stated.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company in which event the Company will make
an appropriate announcement to a Regulatory Information Service
giving details of any revised dates and the details of the new
times and dates will be notified to the London Stock Exchange and,
where appropriate, Members. Members may not receive any further
written communication.
Background to and reasons for the Fundraising
Duke is a provider of alternative capital solutions to a
diversified range of private, owner-managed SME businesses in
Europe and abroad. Since the Company's re-admission to AIM in 2017,
Duke has utilised the equity markets, raising a total of GBP96
million, in order to expand, support and diversify its portfolio of
Royalty Partners. Since inception, the Company has deployed over
GBP115 million into SME businesses and has a current portfolio of
10 Royalty Partners across a multitude of sectors.
Since the outbreak of the COVID-19 pandemic, the Company's board
has been pleased with the resilience that Duke's business model has
been able to demonstrate through a very challenging trading period.
Whilst trading within the Company's underlying Royalty Partners was
expectedly impacted by the pandemic to varying degrees, Duke's
flexible lending model allowed for crucial support to its Royalty
Partners throughout this time through a combination of further
investments, forbearance arrangements, payment deferrals &
equity participations. Trading across the Group's portfolio remains
stable and the majority of Royalty Partners have resumed their
typical royalty payment terms with Duke.
As reported in its third quarter trading update to 31 December
2020, Duke's cash receipts from its Royalty Partners remain robust,
with a record quarterly cash receipt of GBP4.2 million in Q3, which
included a redemption premium generated from the exit of Welltel in
December 2020. Total cash revenue for FY2021 is expected to see an
increase year-on-year despite the Covid downturn. The Company has
been able to continue paying dividends to Shareholders throughout
the pandemic, temporarily opting for a SCRIP option and recently
resuming cash payments. Duke is committed to growing quarterly
dividends moving forward. The Group was also pleased to announce
the successful exits of its first two Royalty Partners in the
period, Welltell and Xtremepush, generating IRRs of 27% and 22%
respectively. The Group has also recently announced the exit of its
investment in three river cruising vessels through the sale of its
wholly-owned subsidiary, Duke Royalty Switzerland Gmbh ("Duke
Switzerland"), to Starling Fleet Holding AG ("Starling"). Following
the expected trading difficulties faced by the Group's Royalty
Partner Termarca, which operates riverboat cruises in the Rhine and
Danube, Duke strategically restructured its Royalty investment to
take ownership of the vessels and the sale of these vessels allows
Duke to redeploy the cash consideration in its core corporate
royalty investment model, which is preferable to direct ownership
of assets with uncertain short term cash flow prospects. The board
remains confident that trading for the full year ending 31 March
2021 was in line with market guidance.
Much of the Group's activity during 2020 was necessarily focused
on supporting its existing portfolio, whilst exploring potential
future investment opportunities. With the portfolio now largely
stabilised and payments resumed to pre-pandemic terms, the Group is
shifting its focus back to its core growth strategy of deploying
further capital to continue diversifying and expanding its
portfolio. The Directors believe that the role of alternative
financing is becoming increasingly important for SMEs following
COVID-19, as certain companies seek to benefit from longer and more
flexible financing solutions, with reduced refinancing risk. The
pandemic has increased the number of investment opportunities for
Duke and the size of the industry in which it operates. Indeed, the
Company's pipeline remains at record levels, with three times the
number of opportunities reviewed in Q1 2021 compared to Q1 2019,
and 21 opportunities currently under consideration, totalling a
potential deployment of GBP153 million of additional further
capital.
The Company recently announced that it had increased and
extended its revolving facility agreement with Honeycomb Investment
Trust PLC ("Honeycomb", and the facility "New Credit Facility"), a
credit fund with Pollen Street Capital as Investment Manager. The
New Credit Facility, which carries an uncommitted accordion
facility to increase headroom to a total of GBP55 million subject
to maintaining an appropriate loan to value threshold, provides
greater flexibility for the Company to carry out its strategy.
Through full deployment of the New Credit Facility and the
proceeds from the Fundraising, Duke will seek to expand its
portfolio through increasing total capital deployed up to GBP160
million, aiming for no single investment to represent more than 10
per. cent of the overall portfolio. As detailed above, the Group
has a strong pipeline of opportunities, three of which are
positioned to be executed within the coming weeks.
Use of proceeds of the Fundraising
Duke is seeking to conditionally raise a minimum of GBP30
million (before expenses) through the Placing via an accelerated
bookbuild process, which remains conditional on the passing of the
Extraordinary Resolution and Admission. The Group is also seeking
to raise up to an additional GBP3 million (gross) through the
PrimaryBid Offer. The Bookrunners reserve the right, by agreement
with the Company, to increase the size of the Placing to
accommodate additional demand. The net proceeds of the Fundraising
are intended to be used, together with funds available under the
New Credit Facility, a) to fund investments into two new Royalty
Partners, b) to provide follow on investment into an existing
royalty partner, and c) to fund the longer-term pipeline of future
royalty investments.
New Royalty Partner - GBP11 million for IT managed solutions
business
Duke intends to provide GBP11.4 million to a new Royalty Partner
which is an acquisitive IT managed services company with six
underlying operating businesses. The company operates a 'buy and
build' model and generates recurring revenues via a growing managed
services offering and the reselling of hardware and software. The
company's targeted acquisition multiples are accretive to Duke's
coverage ratio, with the ability to further realise value through
operational synergies. Duke's financing is expected to be utilised
for further acquisitions.
Under the terms of the royalty agreement, Duke's annual
distribution from this investment is expected to be GBP1.54 million
(based on an initial cash yield of 13.5%), with its typical two-way
adjustment factor of up to 6% based on revenue performance. The
term of the financing is expected to be 30 years and Duke's capital
will have senior security over assets.
New Royalty Partner - GBP7.5 million for Engineering and
Construction business
Duke intends to provide GBP7.5 million to a new Royalty Partner
- a Canadian engineering, procurement and construction solutions
business serving both industrials and commercial markets. The
business generated revenues of GBP20 million for its 2020 financial
year and all of its business units are profitable. Duke's funds
will enable this Royalty Partner to execute on three of its
acquisition targets, which carry out projects across North and
South America, Europe and the Middle East. The Royalty Partner's
experienced management team expects to realise economies of scale
and cross-selling to grow EBITDA as well as through strategic
acquisitions. Targeted acquisitions are expected to be accretive to
Duke's coverage ratio.
Under the terms of the royalty agreement, Duke's annual
distribution from this investment is expected to be GBP1.0 million
(based on an initial cash yield of 13.2%), with its typical two-way
adjustment factor of up to 6% based on revenue performance. The
term of the financing is expected to be 30 years and Duke's capital
will have senior security over assets. At Duke's discretion, this
Partner may increase the investment up to a total of GBP11.5
million to support further acquisitions.
Follow-on investment to existing Royalty Partner - GBP3.8
million
Duke is seeking to provide GBP3.8 million of further capital to
an existing Royalty Partner to facilitate an acquisition of a
profitable company. The initial cash yield for Duke's follow on
investment is 13.5%, on a term of 30 years and 6% adjustment factor
based on revenue performance.
Details of the Placing
The Company is seeking to raise a minimum of GBP30 million
(before expenses) through the placing of a minimum of 85,714,286
Placing Shares via an accelerated bookbuild in accordance with the
terms and conditions set out in the Appendix to this Announcement.
The timing of the closing of the bookbuild and the final number and
allocation of Placing Shares will be determined at the discretion
of the Group and the Joint Bookrunners. The Bookrunners reserve the
right, by agreement with the Company, to increase the size of the
Placing to accommodate additional demand. A further announcement
will be made following closing of the Placing, confirming the final
details.
The Issue Price of 35 pence per Placing Share represents a
discount of 9.1 per cent. to the closing middle market price of
38.5 pence on 30 March 2021, being the last day prior to the
announcement of the Placing. The Placing is conditional inter alia
on the passing of the Extraordinary Resolution at the Extraordinary
General Meeting and also on Admission occurring no later than 8.00
a.m. on 19 April 2021 (or such later date as the Company and Cenkos
may agree, being no later than 19 May 2021).
Directors' participation
Certain Directors and their related parties intend to subscribe
for, in aggregate, up to 635,639 Placing Share in the Placing. A
further announcement will be made in due course regarding their
respective participations.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
Appendix below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Placing Agreement
Pursuant to the Placing Agreement, the Joint Bookrunners have
agreed to use their reasonable endeavours as agents of the Company
to procure subscribers for the Placing Shares. The Placing is not
underwritten. The Placing Agreement provides, inter alia, for
payment by the Company to the Joint Bookrunners of commissions
based on certain percentages of the product of the number of
Placing Shares placed by them multiplied by the Issue Price. The
Company will bear all other expenses of and incidental to the
Placing.
The Placing Agreement contains certain warranties and
indemnities from the Company in favour of the Joint Bookrunners and
the obligations of the Joint Bookrunners under the Placing
Agreement in connection with the Placing are conditional, inter
alia, upon:
(a) the Extraordinary Resolution having been passed by the
requisite majority of Shareholders at the Extraordinary General
Meeting;
(b) the Placing Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms prior to Admission; and
(c) Admission becoming effective not later than 8.00 a.m. on 19
April 2021 or such later time and/or date as the Company and Cenkos
may agree, being not later than 8.00 a.m. on 19 May 2021.
The Joint Bookrunners may terminate the Placing Agreement in
certain circumstances, if, inter alia, the Company has failed to
comply with any of its obligations under the Placing Agreement; if
there is a material adverse change in the financial or trading
position or prospects of the Company or the Group; or if there is a
change in financial, political, economic or stock market
conditions, which in their reasonable opinion (acting in good
faith) is or would be materially prejudicial to the successful
outcome of the Placing.
Details of the PrimaryBid Offer
The PrimaryBid Offer, will allow investors to participate in the
Fundraising by subscribing via PrimaryBid.com
The PrimaryBid Offer remains conditional on the Placing being or
becoming wholly unconditional.
The New Ordinary Shares issued pursuant to the PrimaryBid Offer
will be free of all liens, charges and encumbrances and will, when
issued and fully paid, rank pari passu, in all respects with the
Existing Ordinary Shares including the right to receive dividends
and other distributions declared following Admission.
The PrimaryBid Offer is not underwritten. The PrimaryBid Offer
will be closed at 3 p.m. on 6 April 2021 although may close early
if it is oversubscribed.
The Company is relying on an available exemption against the
need to publish a prospectus approved by the UK Listing
Authority.
A further announcement will be made shortly by the Company
regarding further details of the PrimaryBid Offer and how investors
may participate.
Investors should make their own investigations into the merits
of an investment in the Company.
It should be noted that a subscription for PrimaryBid Offer
Shares and investment in the Company carries a number of risks.
Investors should consider the risk factors set out on
PrimaryBid.com before making a decision to subscribe for PrimaryBid
Shares. Investors should take independent advice from a person
experienced in advising on investment in securities such as the
PrimaryBid if they are in any doubt.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that subject to the passing of the Extraordinary
Resolution, Admission will become effective at 8.00 a.m. on 19
April 2021.
Extraordinary General Meeting
The Extraordinary General Meeting of the Company is to be held
at 11.00 a.m. on 16 April 2021 at the Company's registered office,
Trafalgar Court, 4th Floor, West Wing, Admiral Park, St Peter Port,
Guernsey GY1 2JA.
Under Article 4.7 of the Articles, the Company may, by
Extraordinary Resolution, disapply the rights of pre-emption for
the issue of equity securities. An Extraordinary Resolution is
passed where no less than 75 per cent. of those present and
entitled to vote, or voting by proxy, in a general meeting vote in
favour for it to be passed.
Impact of COVID-19 on Extraordinary General Meeting
arrangements:
The Company is closely monitoring the COVID-19 situation,
including States of Guernsey guidance and will continue to do so in
the lead up to the Extraordinary General Meeting. In light of
current States of Guernsey travel restrictions, as well as
quarantine requirements upon entry, the Extraordinary General
Meeting will be held in a different format to that of previous
years, while still allowing Shareholders to exercise their voting
rights. The health and safety of Shareholders and colleagues is
always our main priority and we are committed to supporting the
States' efforts in relation to this pandemic.
The Extraordinary General Meeting will therefore take place as a
closed meeting (unless notified otherwise via our website at
http://www.dukeroyalty.com). This means the Extraordinary General
Meeting will be held only with the minimum number of persons in
attendance to ensure a valid meeting is held. Two directors of the
Company, each of whom is either a Shareholder, or a proxy or
corporate representative appointed by a Shareholder, will attend
the meeting. Please do not travel to the Extraordinary General
Meeting as anyone who seeks to attend in person will be refused
entry. We therefore strongly urge all Shareholders to register
their votes in advance by appointing the chairman of the
Extraordinary General Meeting as their proxy and giving them voting
instructions. We do not recommend the appointment of any other
person as your proxy as they will not be able to attend the
Extraordinary General Meeting and your vote will not be
counted.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Administrator Trident Trust Company (Guernsey) Limited
Admission Admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
AIM AIM, a market operated by the London
Stock Exchange
AIM Rules The AIM Rules for Companies as amended
from time to time
Articles the current articles of incorporation
of the Company
Canaccord Canaccord Genuity Limited, the Company's
joint broker and joint bookrunner in
relation to the Placing (company number:
01774003), whose registered office is
at 88 Wood Street, London, EC2V 7QR
Cenkos Cenkos Securities plc, the Company's
Nominated Adviser, joint broker and
joint bookrunner in relation to the
Placing (company number: 05210733),
whose registered office is at 6 7 8
Tokenhouse Yard, London, EC2R 7AS
certificated form or an Ordinary Share recorded on a company's
in certificated form share register as being held in certificated
form (namely, not in CREST)
Companies Law The Companies (Guernsey) Law 2008
Company or Duke Duke Royalty Limited
CREST the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those regulations)
CREST Regulations the Uncertificated Securities (Guernsey)
Regulations 2009
Dealing Day a day on which the London Stock Exchange
is open for business in London
Directors or Board the members of the board of the Company
from time to time
electronic means has the meaning given to that term in
the Articles
Enlarged Share Capital the issued Ordinary Shares immediately
following Admission
Euroclear Euroclear UK & Ireland Limited, the
operator of CREST
Existing Ordinary Shares the 257,906,907 ordinary shares of no
par value in the capital of the Company
on the Last Practicable Date
Extraordinary General the extraordinary general meeting of
Meeting, General Meeting, the Company (or any adjournment thereof)
EGM or Meeting to be held in connection with the Placing
on 16 April 2021, notice of which is
set out in the Appendix to the Circular
Extraordinary Resolution an extraordinary resolution of the Company
set out in the Notice of Extraordinary
General Meeting which appears in the
Appendix to the Circular
FCA the UK Financial Conduct Authority
FSMA the Financial Services and Markets Act
2000 (as amended)
Fundraising the Placing and the PrimaryBid Offer
Issue Price 35 pence per Placing Share and PrimaryBid
Share
Joint Bookrunners Cenkos and Canaccord
Latest Practicable Date 30 March 2021, being the latest practicable
date prior to publication of this Announcement
London Stock Exchange London Stock Exchange plc
Meeting the extraordinary general meeting of
Members which is being convened by way
of the Notice of Extraordinary General
Meeting which appears in the Appendix
to the Circular
Member holders of Ordinary Shares
Money Laundering Regulations The Money Laundering, Terrorist Financing
and Transfer of Funds (Information on
the Payer) Regulations 2017, together
with its Guernsey equivalent, the Handbook
on Countering Financial Crime and Terrorist
Financing , 2018
New Ordinary Shares the ordinary shares of no par value
in the capital of the Company to be
issued pursuant to the Placing and the
PrimaryBid Offer
Notice of EGM, Notice the notice of EGM set out in the Appendix
of General Meeting, to this Circular
Notice or Notice of
Extraordinary General
Meeting
Ordinary Shares ordinary shares of no par value in the
capital of the Company
Placing the conditional placing of the Placing
Shares by the Joint Bookrunners, as
agents on behalf of the Company, pursuant
to the Placing Agreement, further details
of which are set out in this Announcement
Placing Agreement the conditional agreement dated 31 March
2021 and made between Cenkos, Canaccord
and the Company in relation to the Placing,
further details of which are set out
in this Announcement
Placing Shares the minimum of 85,714,286 new Ordinary
Shares to be placed with institutional
and certain other investors at the Issue
Price pursuant to the Placing
PrimaryBid Offer the offer of New Ordinary Shares made
to investors through the PrimaryBid
platform
PrimaryBid Shares up to 8,571,429 New Ordinary Shares
issued pursuant to the PrimaryBid Offer
at the Issue Price
Proxy Form a proxy form in respect of the EGM,
in the form approved by the Company
Prospectus Rules the prospectus rules made by the FCA
pursuant to section 73A of the FSMA
Overseas Shareholders Shareholders with a registered address
outside the United Kingdom
Qualifying Non-CREST Qualifying Shareholders holding Existing
Shareholders Ordinary Shares in certificated form
Qualifying Shareholders holders of Existing Ordinary Shares
on the register of members of the Company
at the Record Date but excluding any
Overseas Shareholder who has a registered
address in any Restricted Jurisdiction
Registrars Computershare Investor Services (Guernsey)
Limited
Regulatory Information one of the regulatory information services
Service authorised by the UK Listing Authority
to receive, process and disseminate
regulatory information in respect of
listed companies
Royalty Partners any of the Company's portfolio companies
into which it has provided financing
Shareholders holders of Ordinary Shares
uncertificated or in an Ordinary Share recorded on a company's
uncertificated form share register as being held in uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia (save to professional investors and sophisticated
investors), Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The Placing Shares referred to herein have not been
and will not be registered under the Securities Act and may not be
offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of
Placing Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or the Bookrunners or
any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), (b) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc." in Article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (c) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this announcement, investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by the Bookrunners
or any other person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Cenkos and Canaccord, each of which are authorised and regulated
in the United Kingdom by the FCA, are acting for the Company and
for no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos and Canaccord or for
providing advice in relation to the Placing, or any other matters
referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Cenkos, or
Canaccord or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market, Assessment, Cenkos and
Canaccord are only procuring investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability of appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX - TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA ("EEA") OR IN THE UNITED KINGDOM WHO ARE
"QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"), (B) IF IN
THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO
(D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED
("FSMA") OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD
ACT ON OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY
ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, INVESTORS REPRESENT AND
AGREE THAT THEY ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO,
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT
PERSONS.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing, unless otherwise
specifically agreed. Each person to whom these conditions apply, as
described above, who confirms his agreement to any of the Joint
Bookrunners (whether orally or in writing) to acquire Placing
Shares under the Placing (an "Investor") hereby agrees with the
Joint Bookrunners and the Company to be bound by the contract note
issued by the relevant Bookrunner to such Investor and these terms
and conditions, unless otherwise specifically agreed, being the
terms and conditions upon which Placing Shares will be sold under
the Placing. An Investor shall, without limitation, become so bound
when a Bookrunner confirms to such Investor its allocation of
Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to them at the Placing Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
The Bookrunners reserve the right, by agreement with the
Company, to increase the size of the Placing to accommodate
additional demand.
(b) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 19 April 2021 .
(c) Bookbuilding Process
Commencing today, the Bookrunners will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuilding
Process"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by the Bookrunners.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing at the Placing
Price.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 1 April 2021, but may
be closed at such earlier or later time as the Bookrunners may, in
their absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuilding Process detailing the number of Placing Shares
to be subscribed for by the Placees at the Placing Price.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with the
Bookrunners' consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at either Cenkos or Canaccord. Each bid should state the number of
Placing Shares that the prospective Placee wishes to subscribe for
at the Placing Price. If successful, the relevant Bookrunner will
re-contact and confirm orally to Placees following the close of the
Bookbuilding Process the size of their respective allocations and a
trade confirmation will be despatched as soon as possible
thereafter. A Bookrunner's confirmation (either oral or written) of
the size of allocations will constitute an irrevocable legally
binding agreement in favour of the Company and the relevant
Bookrunner pursuant to which each such Placee will be required to
accept the number of Placing Shares allocated to the Placee at the
Placing Price and otherwise on the terms and subject to the
conditions set out herein and in accordance with the Company's
articles of association. Each Placee's allocation and commitment
will be evidenced by a trade confirmation issued by the relevant
Bookrunner to such Placee. The terms of this Appendix will be
deemed incorporated in that trade confirmation.
The Bookrunners reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Bookrunners also reserve the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Bookrunners.
Each Placee's obligations will be owed to the Company and to the
relevant Bookrunner. Following the oral confirmation referred to
above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the
relevant Bookrunner, as agent of the Company, to pay to the
relevant Bookrunner (or as the relevant Bookrunner may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of the
Bookrunners, any subsidiary of the Bookrunners, any branch,
affiliate or associated undertaking of the Bookrunners or any such
subsidiary, nor any of their respective directors, officers,
employees, agents or advisers (each a "Bookrunner Affiliate") nor
any person acting on their behalf shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Bookrunners, any
Bookrunner Affiliate nor any person acting on their behalf shall
have any liability (including, to the extent legally permissible,
any fiduciary duties), in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the
Placing as the Bookrunners may determine.
All obligations of the Bookrunners under the Placing will be
subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunners under the Placing Agreement
are conditional, among other things, upon:
(i) the release of this Announcement;
(ii) the Admission of the Placing Shares occurring not later
than 19 April 2021 , or such later time and/or date as the
Bookrunners and the Company may agree (but in any event not later
than 19 May 2021 ) ;
(iii) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at Admission; and
(v) the Company having complied with its obligations under the
Placing Agreement to the extent they fall to be performed prior to
Admission.
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by the
Bookrunners), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof.
Neither of the Bookrunners, any Bookrunner Affiliate, the
Company, nor any subsidiary of the Company, nor any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each a "Company
Affiliate") shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that the
Bookrunner's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Each Bookrunner has the right to terminate the Placing Agreement
in certain circumstances prior to Admission, in particular, where
any warranty was, when given, untrue, inaccurate or misleading, or
where any warranty is not, or has ceased to be, true, accurate or
not misleading (or would not be true, accurate or not misleading if
then repeated) by reference to the facts subsisting at the relevant
time, where the Company has failed to comply with certain of its
obligations under the Placing Agreement, or upon the occurrence of
a force majeure event or a material adverse change in the financial
or trading position or prospects of any member of the Group.
By participating in the Placing, each Placee agrees with its
respective Bookrunner that the exercise by the Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the
Bookrunners and that the Bookrunners need not make any reference to
the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, the Bookrunners, any
Bookrunner Affiliate nor any Company Affiliate shall have any
liability whatsoever to the Placees in connection with any such
exercise or failure to so exercise.
(g) No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Bookrunners and
the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Bookrunners (other than the amount of the relevant
Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any Bookrunner
Affiliate, any persons acting on its or their behalf or the Company
or any Company Affiliate and neither the Bookrunners, any
Bookrunner Affiliate, nor any persons acting on their behalf, the
Company, any Company Affiliate nor any persons acting on their
behalf will be liable for the decision of any Placee to participate
in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each
Placee acknowledges to and agrees with its respective Bookrunner,
for itself and as agent for the Company that (except for, in
relation to the Company, the information contained in this
Announcement) it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
The Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as
they may deem necessary, including, without limitation, if delivery
or settlement is not possible or practicable within the CREST
system within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 15 April 2021
Settlement Date 19 April 2021
--------------
ISIN Code GG00BYZSSY63
--------------
SEDOL BYZSSY6
--------------
Deadline for input instruction 15 April 2021
into CREST
--------------
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to the relevant Bookrunner and settlement instructions. Placees
should settle against the CREST ID provided to them by either
Cenkos or Canaccord. It is expected that such trade confirmation
will be despatched on the expected trade date shown above. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has
in place with Cenkos or Canaccord, as applicable.
It is expected that settlement will take place on the settlement
date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by the Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Bookrunner may sell any or all of
the Placing Shares allocated to the Placee on such Placee's behalf
and retain from the proceeds, for the relevant Bookrunner's own
account and profit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such
Placee and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of the Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 19 April 2021 (or such later time
and/or date as the Company and the Bookrunners may agree) and on
the Placing Agreement being otherwise unconditional in all respects
and not having been terminated in accordance with its terms on or
before Admission; and (ii) the confirmation mentioned under
paragraph (a) above, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Placing Price.
The number of Placing Shares acquired by such Investor under the
Placing shall be in accordance with the arrangements described
above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the
Placing Shares acquired by such Investor in such manner as shall be
directed by the relevant Bookrunner. In the event of any failure by
an Investor to pay as so directed, the relevant Investor shall be
deemed hereby to have appointed the relevant Bookrunner or its
nominee to sell (in one or more transactions) any or all of the
Placing Shares in respect of which payment has not been made as so
directed and to have agreed to indemnify on demand that relevant
Bookrunner in respect of any liability for stamp duty and/or stamp
duty reserve tax arising in respect of any such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising any of the
Bookrunners to notify an Investor's name to the Registrars, is
deemed to acknowledge, agree, undertake, represent and warrant to
each Bookrunner, the Registrars and the Company that:
(i) the Investor has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Investor agrees that these terms and conditions and the contract note issued by either Cenkos or Canaccord to such Investor represent the whole and only agreement between the Investor, the relevant Bookrunner and the Company in relation to the Investor's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Investor agrees that none of the Company, the Bookrunners nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Bookrunners, nor any person affiliated with the Bookrunners or
acting on their behalf is responsible for or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by an Investor to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise;
(iii) the Investor has not relied on the Bookrunners or any
person affiliated with the Bookrunners in connection with any
investigation of the accuracy of any information contained in this
Announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
hereof or other information or representation concerning the Group,
the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor the Bookrunners nor their respective
officers, directors or employees will have any liability for any
such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
(v) none of the Bookrunners are making any recommendations to
Investors or advising any of them regarding the suitability or
merits of any transaction they may enter into in connection with
the Placing, and each Investor acknowledges that participation in
the Placing is on the basis that it is not and will not be a client
of the Bookrunners and that the Bookrunners are acting for the
Company and no one else, and the Bookrunners will not be
responsible to anyone else for the protections afforded to its
clients, and that the Bookrunners will not be responsible for
anyone other than the Company for providing advice in relation to
the Placing, the contents of this Announcement or any transaction,
arrangements or other matters referred to herein, and the
Bookrunners will not be responsible for anyone other than the
relevant parties to the Placing Agreement in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of the
Bookrunner's rights and obligations thereunder, including any right
to waive or vary any condition or exercise any termination right
contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
the Bookrunners nor their respective directors or employees shall
be liable to an Investor for any matter arising out of the role of
the Bookrunners as the Company's brokers (and in the case of
Cenkos, as nominated adviser to the Company pursuant to the AIM
Rules) or otherwise, and that where any such liability nevertheless
arises as a matter of law each Investor will immediately waive any
claim against the Bookrunners and their respective directors and
employees which an Investor may have in respect thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
acquire Placing Shares under the Placing and/or acceptance thereof
or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, the Bookrunners or any other
person that would permit a public offering of the Placing Shares,
or possession or distribution of this Announcement, in any country
or jurisdiction where action for that purpose is required; and
that, if the Investor is in a relevant EEA member state, it is: (i)
a legal entity which is authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, its
corporate purpose is solely to invest in securities; (ii) a legal
entity which has two or more of: (a) an average of at least 250
employees during the last financial year; (b) a total balance sheet
of more than EUR43,000,000; and (c) an annual net turnover of more
than EUR50,000,000, in each case as shown in its last annual or
consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Regulation or other applicable laws; or
(iv) in the case of any Placing Shares acquired by an Investor as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, either:
(A) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
other than qualified investors, as that term is defined in the
Prospectus Rules, or in circumstances in which the prior consent of
the Bookrunners has been given to the placing or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Rules as having been made to such persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa or where to do so may contravene local securities laws
or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xiii) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xiv) the Company, the Registrars or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xv) the Investor invests in or purchases securities similar to
the Placing Shares in the normal course of its business and it has
such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment
in the Placing Shares;
(xvi) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xvii) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xviii) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xix) the Investor is not a resident of Australia (other than in
the case of professional investors and sophisticated investors
resident in Australia), Canada, Japan or the Republic of South
Africa and acknowledges that the Placing Shares have not been and
will not be registered nor will a prospectus be prepared in respect
of the Placing Shares under the securities legislation of
Australia, Canada, Japan or the Republic of South Africa and,
subject to certain exceptions, the Placing Shares may not be
offered or sold, directly or indirectly, in or into those
jurisdictions;
(xx) the Investor is liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxi) in the case of a person who confirms to any of the
Bookrunners on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and/or who authorises any of the
Bookrunners to notify such Investor's name to the Registrars, that
person represents that he has authority to do so on behalf of the
Investor;
(xxii) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
Money Laundering Regulations 2017 and any other applicable law,
regulations or guidance concerning the prevention of money
laundering and, if it is making payment on behalf of a third party,
that: (i) satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party; and (ii) arrangements
have been entered into with the third party to obtain from the
third party copies of any identification and verification data
immediately on request as required by the Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Investor's allocation may be retained at the
Bookrunners' discretion;
(xxiii) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, any of the
Bookrunners and/or the Company may require proof of identity of the
Investor and related parties and verification of the source of the
payment before the application can be processed and that, in the
event of delay or failure by the Investor to produce any
information required for verification purposes, any of the
Bookrunners and/or the Company may refuse to accept the application
and the moneys relating thereto. The Investor holds harmless and
will indemnify the Bookrunners and/or the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
(xxiv) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxv) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxvi) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the FPO; or (ii) a high
net worth entity falling within article 49(2)(a) to (d) of the FPO
or (ill) is a person to whom this announcement may otherwise be
lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxvii) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex 11/Article 24 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxviii) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of the Bookrunners and the Company that: (i) it is a qualified
investor within the meaning of the law in that relevant member
state implementing Article 2(e) of the Prospectus Regulation; and
(ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation: (A) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
relevant member state other than qualified investors, as that term
is defined in the Prospectus Regulation, or in other circumstances
falling within Article 3(2) of the Prospectus Regulation and the
prior consent of the Bookrunners has been given to the offer or
resale; or (B) where Placing Shares have been acquired by it on
behalf of persons in any relevant member state other than qualified
investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(xxix) if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the
meaning of sections 708(11) and 708(8) respectively of the
Australian Corporations Act 2001 (Cth);
(xxx) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxxi) in the case of a person who confirms to any of the
Bookrunners on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and who is acting on behalf of a
third party, that the terms on which the Investor (or any person
acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf
without reference to that third party;
(xxxii) the exercise by any of the Bookrunners of any rights or
discretions under the Placing Agreement shall be within the
absolute discretion of the Bookrunners and none of the Bookrunners
need not have any reference to any Investor and shall have no
liability to any Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right
and each Investor agrees that it shall have no rights against the
Bookrunners or any of their directors or employees under the
Placing Agreement;
(xxxiii) it irrevocably appoints any director of any of Cenkos
or Canaccord (as relevant to its participation in the Placing) as
its agent for the purposes of executing and delivering to the
Company and/or the Registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(xxxiv) it will indemnify and hold the Company, the Bookrunners
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xxxv) the Bookrunners may, in accordance with applicable legal
and regulatory provisions, engage in transactions in relation to
the Placing Shares and/or related instruments for its own account
and, except as required by applicable law or regulation, the
Bookrunners will not make any public disclosure in relation to such
transactions; and
(xxxvi) the Bookrunners and each of their respective affiliates,
each acting as an investor for its or their own account(s), may bid
or subscribe for and/or purchase Placing Shares and, in that
capacity, may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by
either of the Bookrunners and/or any of their respective
affiliates, acting as an investor for its or their own account(s).
Neither the Bookrunners nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so.
The Company and the Bookrunners will rely upon the truth and
accuracy of each of the foregoing representations, warranties and
undertakings.
(l) Supply and disclosure of information
If any of the Bookrunners, the Registrars or the Company or any
of their respective agents request any information about an
Investor's agreement to acquire Placing Shares, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of the Bookrunners, the Registrars and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them, and the exercise or partial exercise of one will not prevent
the exercise of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to any of the Bookrunners:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
relevant Bookrunner.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the
Bookrunners.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of the Bookrunners, the Company and the
Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against an Investor in
any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) The Bookrunners and the Company each expressly reserve the
right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations of Placing
Shares under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
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END
MSCUAUVRAWUOOAR
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March 31, 2021 11:30 ET (15:30 GMT)
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